Danish terms. (a) The guarantee and indemnity obligations or any third party Collateral of any Danish Loan Party under any Loan Document shall be deemed not to be assumed (and any Collateral created in relation thereto shall be limited) to the extent that the same would otherwise constitute unlawful financial assistance within the meaning of §§ 206-212 of the Danish Companies Act (in Danish: selskabsloven).
(b) Any Danish Loan Party’s guarantee and indemnity obligations in relation to obligations not incurred as a result of direct or indirect borrowings under any Loan Document by such Danish Loan Party or by a direct or indirect Subsidiary of such Danish Loan Party shall further be limited to an amount equal to the higher of (i) the equity (in Danish: egenkapital) of such Danish Loan Party at the date hereof or, if such Danish Loan Party is not party to this Agreement at the date hereof, the date of accession by such Danish Loan Party to this Agreement, and (ii) the date when a claim is made against such Danish Loan Party calculated in accordance with IFRS, however, adjusted upwards to the extent market values are higher than book values.
(c) The limitations in Section 1.18(a) and Section 1.18(b) shall apply to any security by guarantee, indemnity, joint and several liability, collateral or otherwise and to subordination of rights and claims, subordination or turn over of rights of recourse, application of proceeds and any other means of direct and indirect financial assistance.
Danish terms. In this Agreement, a reference used in connection with any Danish Obligor to Financial Assistance means any act contemplated by it pursuant to Section 49 and 50 of the Danish Act on Private Limited Liabilities Companies (Anpartsselskabsloven). 140
Danish terms. Without prejudice to the generality of any provision of any Loan Document, in any Loan Document, where it relates to an entity incorporated or established under Danish law, a reference to:
(a) a director or officer includes a managing director (in Danish: direktør) or a member of the board of directors (in Danish: bestyrelsesmedlem);
(b) a person being insolvent or unable to pay its debts means that the person in question is unable to meet its liabilities as and when they fall due, unless such inability must be deemed to be only temporary within the meaning of Section 17(2) of the Danish Bankruptcy Act;
(c) a liquidator, compulsory manager, receiver, administrative receiver, administrator or similar officer will be either of: (i) a reconstructor (in Danish: rekonstruktør), (ii) liquidator (in Danish: likvidator), or (iii) a bankruptcy administrator (in Danish: kurator), as applicable;
(d) a winding up, administration, official management, dissolution, liquidation, moratorium, restructuring, reorganization, relief or general assignment for the benefit of creditors will be either of a dissolution by declaration (in Danish: opløsning ved erklæring), a voluntary liquidation (in Danish: frivillig likvidation), a forced dissolution (in Danish: tvangsopløsning) under Chapter 14 of the Danish Companies Act or judicial restructuring (in Danish: rekonstruktion) or bankruptcy (in Danish: konkurs) under the Danish Bankruptcy Act;
(e) seeking/commencement/institution of bankruptcy or insolvency (proceedings) includes the opening of insolvency or judicial reconstruction proceedings (in Danish: tage under konkursbehandling xxxxx rekonstruktionsbehandling);
(f) its “Organization Documents” means the articles of association (in Danish: vedtægter).
(g) gross negligence means grov uagtsomhed.
(h) willful misconduct means forsæt;
(i) jointly and severally means solidarisk.
(j) to guarantee means at garantere xxxxx kautionere.
(k) to indemnify means at skadesløsholde.
Danish terms. (a) The guarantee and indemnity obligations or any third party Collateral of any Danish Loan Party under any Loan Document shall be deemed not to be assumed (and any Collateral created in relation thereto shall be limited) to the extent that the same would otherwise constitute unlawful financial assistance, including (without limitation) within the meaning of §§ 206-212 of the Danish Companies Act (in Danish: selskabsloven).
(b) Any Guarantor’s guarantee and indemnity obligations in relation to obligations not incurred as a result of direct or indirect borrowings under any Loan Document by such Guarantor or by a direct or indirect Subsidiary of such Guarantor shall further be limited to an amount equal to the equity (in Danish: egenkapital) of such Guarantor at the date when a claim is made against such Guarantor calculated in accordance with IFRS, however, adjusted to the extent market values deviate from book values.
(c) The limitations in Section 1.18(a) and Section 1.18(b) shall apply to any security by guarantee, indemnity, joint and several liability, collateral or otherwise and to subordination of rights and claims, subordination or turn over of rights of recourse, application of proceeds and any other means of direct and indirect financial assistance.
Danish terms. In this Agreement, where it relates to a Loan Party or any subsidiary of a Loan Party incorporated or organized in Denmark, a reference to (i) bankruptcy, insolvency, receivership, liquidation, conservatorship, rearrangement or similar shall include “rekonstruktion” and “konkurs” under Danish law; (ii) a receiver, custodian, conservator, trustee, administrator, sequestrator, assignee for the benefit of creditors or similar shall include a “rekonstruktør” and a “kurator” under Danish law; (iii) Debtor Relief Laws shall include the Danish Bankruptcy Act (Consolidated Act no. 11 of January 6, 2014, as amended) (konkursloven); (iv) an attachment, decree or similar shall include a “udlæg” under Danish law; (v) a merger, consolidation or similar shall include a “fusion” under Danish law; and (vi) a dissolution or similar shall include a “spaltning” under Danish law.
